Macerich Announces Pricing of Upsized Offering of $675 Million Exchangeable Senior Notes due 2031
Rhea-AI Summary
Macerich (NYSE: MAC) announced that its operating partnership, Macerich Partnership, priced an upsized private offering of $675 million aggregate principal amount of 2.25% exchangeable senior notes due 2031 to qualified institutional buyers under Rule 144A. The deal was increased from a previously announced $600 million. Macerich will fully and unconditionally guarantee the senior, unsecured notes, which are scheduled to settle on August 11, 2036, with an additional $100 million option for initial purchasers.
The notes bear 2.25% interest, payable semi-annually, and mature on August 15, 2031, unless earlier repurchased, exchanged or redeemed. The initial exchange rate is 35.4761 shares per $1,000 (exchange price about $28.19), a roughly 20% premium to the $23.49 share price on August 6, 2026. Macerich Partnership entered into capped call transactions with a cap of about $34.06 (around 45% premium) to mitigate potential dilution. Estimated net proceeds are about $659.1 million (or $757.0 million if the option is fully exercised), of which approximately $39.2–$45.0 million will fund the capped calls and the remainder will be used to refinance existing secured debt and for general corporate purposes.
Positive
- $675 million 2.25% exchangeable notes priced, upsized from $600 million
- Low fixed coupon of 2.25% on senior unsecured notes due 2031
- Estimated net proceeds of $659.1 million–$757.0 million raised
- Proceeds targeted to refinance existing secured debt and for general purposes
- Capped call cost of about $39.2–$45.0 million to limit dilution up to $34.06
Negative
- Potential dilution at initial exchange price of about $28.19 per share
- Total principal debt increase of up to $775 million including option
- Use of proceeds largely for refinancing, with limited disclosed growth investment
- Capped call transactions require cash outlay of about $39.2–$45.0 million
News Explained
Priced debt financing is not yet settled; future exchanges may create common-stock dilution, partly offset by capped calls.
The offering is priced, with issuance and sale scheduled for
These notes remain debt, but exchange obligations above the principal amount may be settled in cash, common stock, or a combination at the partnership’s election; issuing shares would reduce existing holders’ percentage ownership absent offsetting changes.
The capped calls are expected generally to reduce potential exchange-related dilution or offset cash payments above principal, but that protection is subject to a cap.
Key Figures
Previous Offering Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Aug 06 | Exchangeable notes offering | Negative | -7.5% | Proposed $600 million exchangeable senior notes offering preceded a -7.48% reaction |
| Jun 15 | Common stock offering | Negative | -5.3% | Pricing of 14 million common shares preceded a -5.34% reaction |
| Jun 15 | Common stock offering | Negative | -5.3% | Commencement of 14 million common shares offering preceded a -5.34% reaction |
| May 11 | Upsized stock offering | Negative | +2.8% | Pricing of 19.2 million shares preceded a 2.77% reaction |
| May 11 | Stock offering commencement | Negative | +2.8% | Commencement of 16 million shares offering preceded a 2.77% reaction |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Offering-tagged history showed three negative reactions and two positive divergences, with an average move of -2.52%.
Key Terms
exchangeable senior notes financial
rule 144a regulatory
capped call transactions financial
registration rights agreement regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
SANTA MONICA, Calif., Aug. 07, 2026 (GLOBE NEWSWIRE) -- The Macerich Company (NYSE: MAC) (“Macerich”) announced today that its operating partnership, The Macerich Partnership, L.P. (“Macerich Partnership”), priced its offering of
The notes will be senior, unsecured obligations of Macerich Partnership, and will accrue interest at a rate of
The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Macerich Partnership’s option at any time, and from time to time, on or after August 20, 2029 and on or before the 41st scheduled trading day immediately before the maturity date of the notes, but only if the last reported sale price per share of Macerich’s common stock exceeds
The holders of the notes will be entitled to the benefits of a registration rights agreement pursuant to which Macerich will agree to register the resale of the shares of Macerich’s common stock, if any, deliverable upon exchange of the notes under the Securities Act.
In connection with the pricing of the notes, Macerich Partnership and Macerich entered into privately negotiated capped call transactions with certain of the initial purchasers of the notes or their respective affiliates and certain other financial institutions (the “option counterparties”). The capped call transactions cover, subject to customary adjustments, the number of shares of Macerich’s common stock initially underlying the notes. The cap price of the capped call transactions will initially be approximately
Macerich Partnership has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates will enter into various derivative transactions with respect to Macerich’s common stock and/or purchase shares of Macerich’s common stock or other securities of Macerich in secondary market transactions concurrently with, or shortly after, the pricing of the notes, including with, or from, as the case may be, certain investors in the notes. This activity could increase (or reduce the size of any decrease in) the market price of Macerich’s common stock or the notes at that time. In addition, Macerich Partnership expects that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Macerich’s common stock and/or purchasing or selling Macerich’s common stock or other securities of Macerich or Macerich Partnership in secondary market transactions prior to the maturity of the notes (and are likely to do so following any repurchase of notes by Macerich Partnership on a fundamental change repurchase date, any redemption date or exchange of the notes and during the 40 VWAP trading day period beginning on the 41st scheduled trading day immediately before the maturity date of the notes, or, to the extent Macerich Partnership exercises the relevant election under the capped call transactions, following any other repurchase of the notes). This activity could also cause, reduce the extent of or avoid an increase or a decrease in the market price of Macerich’s common stock or the notes, which could affect the ability of holders to exchange the notes, and, to the extent the activity occurs during any observation period related to an exchange of notes, it could affect the number of shares of Macerich’s common stock, if any, and value of the consideration that holders will receive upon exchange of the notes.
Macerich Partnership estimates that the net proceeds from the offering of the notes will be approximately
The offer and sale of the notes, the related guarantee and any shares of Macerich’s common stock deliverable upon exchange of the notes have not been registered under the Securities Act or any other securities laws, and the notes, such guarantee and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.
Although Macerich Partnership and Macerich intend to enter into a registration rights agreement pursuant to which Macerich will agree to file a resale registration statement under the Securities Act covering the resale of shares of Macerich’s common stock, if any, deliverable upon exchange of the notes, the registration rights agreement will contain significant limitations, and a resale registration statement may not be available at the time investors wish to resell the shares of Macerich’s common stock, if any, deliverable upon exchange of their notes. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of Macerich’s common stock deliverable upon exchange of the notes, nor will there be any sale of the notes or any such shares of Macerich’s common stock, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
About Macerich
Macerich (NYSE: MAC) is a fully integrated, self-managed, self-administered real estate investment trust (REIT). As a leading owner, operator, and developer of high-quality retail real estate in densely populated and attractive U.S. markets, Macerich’s portfolio is concentrated in California, the Pacific Northwest, Phoenix/Scottsdale, and the Metro New York to Washington, D.C. corridor. Developing and managing properties that serve as community cornerstones, Macerich currently owns approximately 40 million square feet of real estate, consisting primarily of interests in 38 retail centers.
Forward-Looking Information
Information set forth in this press release contains “forward-looking statements” (within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended), which reflect Macerich’s expectations regarding future events and plans, including, but not limited to, statements regarding the completion of the offering, the intended use of the net proceeds, expectations regarding the actions of the option counterparties and their respective affiliates and whether the capped call transactions will become effective. Generally, the words “expects,” “anticipates,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “scheduled,” “predicts,” “may,” “will,” “should,” “could,” variations of such words and similar expressions identify forward-looking statements. The forward-looking statements are based on information currently available to us and involve a number of known and unknown assumptions, risks, uncertainties and other factors, which may be difficult to predict and beyond the control of Macerich, which could cause actual results to differ materially from those contained in the forward-looking statements. These factors include Macerich’s ability to satisfy the closing conditions to the offering described above, as well as other risks and uncertainties detailed from time to time in Macerich’s filings with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website at www.sec.gov. Macerich disclaims any obligation to publicly update or revise any forward-looking statements contained in this press release whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law.
INVESTOR CONTACT: Investor Relations, IR@macerich.com
